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<h1><a href="https://archiveofourown.org/works/28415757">Tali Takes Over</a> by <a class='authorlink' href='https://archiveofourown.org/users/firebird68/pseuds/firebird68'>firebird68</a></h1>

<table class="full">

<tr><td><b>Category:</b></td><td>Mass Effect Trilogy</td></tr>

<tr><td><b>Genre:</b></td><td>Anal, Bondage, Cockwarming, Cum Inflation, Deepthroat, F/F, FemShep - Freeform, First Time, Forced, Futa on Female, Futanari, Other, Rape, Sleep, Tali - Freeform, cumflation, sleeping, throatfuck</td></tr>

<tr><td><b>Language:</b></td><td>English</td></tr>

<tr><td><b>Status:</b></td><td>Completed</td></tr>

<tr><td><b>Published:</b></td><td>2020-12-29</td></tr>

<tr><td><b>Updated:</b></td><td>2020-12-29</td></tr>

<tr><td><b>Packaged:</b></td><td>2021-05-10 18:03:02</td></tr>

<tr><td><b>Rating:</b></td><td>Not Rated</td></tr>

<tr><td><b>Warnings:</b></td><td>Rape/Non-Con</td></tr>

<tr><td><b>Chapters:</b></td><td>1</td></tr>

<tr><td><b>Words:</b></td><td>3,231</td></tr>

<tr><td><b>Publisher:</b></td><td>archiveofourown.org</td></tr>

<tr><td><b>Story URL:</b></td><td>https://archiveofourown.org/works/28415757</td></tr>

<tr><td><b>Author URL:</b></td><td>https://archiveofourown.org/users/firebird68/pseuds/firebird68</td></tr>

<tr><td><b>Summary:</b></td><td><div class="userstuff">
              <p>Tali has been lusting after Shepard for years. Unable to contain her lust any longer, she pays Shepard a little visit one night.</p>
            </div></td></tr>

<tr><td><b>Comments:</b></td><td>7</td></tr>

<tr><td><b>Kudos:</b></td><td>45</td></tr>

</table>

<a name="section0001"><h2>Tali Takes Over</h2></a>
<div class="story"><div class="userstuff module">
    
    <p>Tali stopped at the door and reached into her pocket. It had been years in the making and, tonight, she was going to finally indulge herself. Pulling out a small, handheld device, she brought it up to the electronic door lock and the device did what she had designed it to do, overriding the security protocols. With a hiss and slight mechanical whir, the door popped open and swung inwards.</p><p>Tali’s heart was pounding with excitement as she stepped into the apartment and crept through the dark rooms toward the bedroom. Her pulse racing, she silently opened the bedroom door and peeked in. With the night-vision function of her helmet giving her a clear image of the whole room, she caught sight of her prey, Sarah Shepard.</p><p>She had been waiting a long time for this moment. Tali had always been attracted to the beautiful human woman. Unfortunately, Shepard had refused her advances repeatedly, leaving Tali rejected and burning with emotions of lust and wanting. Tali had initially accepted the rejection, as much as she hated it, figuring that Shepard must not like girls or simply wasn’t interested in being with anyone. Recently, Tali had heard that Shepard had been seeing a woman, Liara, and they had gone on a few dates.</p><p>That was the last straw for her. Tali could take rejection but hearing about another being with the woman of her dreams had ignited her jealousy. That was what had led her here tonight. She knew that Shepard had the weekend off and Tali planned on enjoying every minute of it, whether she wanted to or not.</p><p>Approaching the bed, Tali looked over her prize. Shepard was sprawled out in the middle of the bed on her back, dressed in just her bra and panties. Her chest was rising and falling softly, and she was sound asleep…for now. Tali reached down and unzipped the large square that was built into the crotch of her suit, allowing her cock to escape the confining fabric. At thirteen inches long and thick as a soda can, it was quite the sight to behold.</p><p>Carefully, so as not to disturb Shepard, Tali crawled up on the bed and made a steady beeline for the brunette’s slumbering head. Kneeling behind her upturned face, Tali grasped her anaconda and lowered it towards the slightly open mouth awaiting her. Shepard’s warm breath struck the head of her cock, causing it to jump and throb in her grip. She began to gently prodded forward, pushing past the soft lips ever so carefully. She didn’t want to wake her up until she was ready.</p><p>With her head now fully in Shepard’s warm mouth, she leaned over the sleeping woman, placing her hands on either side of her body, and dropped her hips downward. Shepard woke up immediately as she felt something bash into her throat. Her eyes went wide and her back arched reflexively. The object once again smashed into her uvula, ripping a series of gags from the prone girl.</p><p>Now fully awake, she could see what was happening. There was a pair of thighs on either side of her head, there was a giant set of balls staring down at her, and there was a monster dick hammering away at her mouth. Not what she had expected to wake up to and certainly not something she wanted to wake up to. She reached up blindly at her assailant in an attempt to pull her off and free herself, but she was working against the superior leverage and positioning of her opponent.</p><p>She squealed as she felt the bulbous head poke its way into her throat’s entrance and draw more gags from her. This was bad. She began thrashing and kicking as she felt the impossibly thick member continue fucking her face, forging deeper with every stroke. Saliva was dripping down from her mouth and towards her eyes. She was Commander Sarah Shepard. No one was going to overpower her.</p><p>Tali felt Shepard’s fighting increase, hampering her progress as her curvaceous, athletic frame twisted and scrambled on the bed beneath her. Fortunately, or unfortunately in Shepard’s case, she had come prepared for this eventuality. She paused her thrusting to reach into one of the cargo pockets on her suit and removed four metal rings: magna-cuffs. Taking two of the cuffs and opening them, she snatched up both of Shepard’s flailing hands and snapped a cuff on each one of them.</p><p>Shepard felt a cold pit form in her stomach as she felt the cold steel click on her wrists. She knew what magna-cuffs were, having trained with them in the military. They utilized extremely powerful electromagnetic technology to attract the cuffs to each other. As soon as her wrists got close together, she would have no chance at freeing herself. She struggled frantically as she felt her attacker pushing her wrists behind her back. She screamed in outrage, but her mouth was stuffed, and she had no leverage to resist. A pang of fear shot through her as the cuffs entered each other’s magnetic pull and flew towards each other, locking her wrists together behind her back.</p><p>Two down, two to go. Tali took the remaining cuffs and clicked them on either one of Shepard’s ankles. They instantly magnetized together, stopping Shepard’s kicking legs short. An evil smile crossed Tali’s face beneath her mask. Now, she could do whatever she wanted and there was no way that her prey could fight her off. Re-engaging her hips, she powered downwards, forcing another two inches down her throat.</p><p>Shepard knew she was in a seriously tenuous position now. She could still thrash her body around in resistance, but her limbs were now completely immobilized. Without her arms and legs, she would be very hard pressed to get free. She choked and screamed mutedly as she felt another couple inches force their way down her resisting throat. There were now seven thick inches stretching her walls out. She knew that there was now undoubtedly a visible bulge in her neck to anyone who looked at it. She tried to bite down on her oral invader, but the dick was too fat, and her jaw was unhinged too far for it to do any good.</p><p>Gearing her hips onward, Tali bounced on the mattress, using her body weight to her advantage. Each bounce pushed an additional centimeter inside and it felt incredible. She gasped inside her mask as Shepard’s teeth lightly grazed her shaft, sending tingles up her spine. She was so close now. Just a few more inches outside. Reaching down, she grabbed Shepard’s wriggling head in both hands and yanked her upwards.</p><p>Shepard’s eyes were clenched shut now and her fighting was nearly meaningless. With her arms and legs trapped, her head in a vice grip, and the body weight of the intruder pinning her into the mattress, she was helpless. Her throat was stretched to the max and she was choking and gagging constantly, each bounce shoving additional cock down her esophagus and pulling more retches from her.</p><p>After one particularly hard thrust, she felt her lips bump into something and something heavy came to rest on her nose and face. Opening her clenched, teary eyes, she found herself face to face with the heavy balls she had seen earlier. Eyes wide, she realized that she was now completely impaled on the huge dick and that her lips were wrapped around the base. Gargling angry protests, she squirmed her head back and forth. While she didn’t succeed in freeing herself, she did manage to get some space between her nose and the fat sack, allowing her to draw labored breaths through her nostrils again.</p><p>Tali was in heaven. Now fully ensconced in Shepard’s tight, hot throat, she laid out fully on her quarry. Wrapping her arms around Shepard’s abdomen and cuffed arms, she rested her head on her stomach and let out a long, low moan. She didn’t have to move or thrust at this point. Shepard’s convulsing and contracting walls were sufficiently bringing her to orgasm. Her muscles twitched in anticipation as her throbbing increased, preparing to drop the bomb.</p><p>Feeling the massive penis in her throat thickening and expanding, Shepard realized where this was going. She screamed in fury and thrashed but the only result she got was a blast of cum straight down her throat. Her screams turned to gurgles as the flood continued. Shot after shot spewed into her, filling her throat and stomach with the hot fluid. She could hear her captor moaning with bliss but there was nothing she could do about it other than snort cum bubbles out her nostrils to free her only airway and take on the massive load.</p><p>Tali ignored the choked pleas of her pet and kept right on shooting spunk, shaking and trembling as she unloaded. She chuckled, hearing the gargles emanating from beneath her hips and groaned as the last of her orgasm flowed through her. Letting out a long, satisfied breath, she laid her head back down on Shepard’s abdomen and drifted off to sleep to the sweet sound of her toy’s protests.</p><p>When Tali woke up, she saw that daylight was streaming around the edges of the window blinds and her head was slightly higher up than it had been last night. With a yawn, she raised herself up and looked down. Shepard’s previously tight and toned tummy was now bloated outwards with cum. Her belly was bulging with the fluid and had slowly created a soft pillow for Tali during the night.</p><p>Feeling the woman stirring above her, Shepard whined pathetically. The night had been quite the ordeal for her. After the first orgasm, her captor had fallen asleep on top of her, leaving her cock buried in her throat. Every half hour or so, she had unloaded another orgasm into her stomach. Shepard had passed out and woken up a few times throughout the night when the giant sack occasionally covered her nose, cutting off her air and she felt as though she had just eaten a five-course meal, full to the brim with warm cum.</p><p>With a sigh, Tali patted her pet’s rounded belly and stood up, pulling herself from Shepard’s throat. Shepard rolled over onto her front and choked up globs of the thick spunk as her throat recovered from the intense stretching and her lungs heaved in big gasps of oxygen. Once she had recovered enough, she finally looked up to get a look at her assailant.</p><p>“Tali?!” she yelled, angrily. “What the fuck? Let me go this instant so I can kick your ass!”</p><p>“Hmmm, as fun as that sounds,” Tali responded. “I have a better idea.”</p><p>She reached into her other pocket and pulled out a ball gag. Shepard, seeing the gag, tried to squirm across the bed and away, but Tali quickly caught her and straddled her back. Holding the woman down, she reached around her face with the ball gag and held it up in front of her.</p><p>“Open uuuup.” She said, in a sing-song voice.</p><p>“Don’t you dare!” Shepard argued. “Get that away from m-MMM!”</p><p>Her protests were cut short as Tali stuffed the plastic ball between her teeth and buckled the leather straps around her fidgeting head.</p><p>“There we go!” Tali excitedly said. “Now that is much better, don’t you agree?”</p><p>From the venomous look in Shepard’s eyes, it was clear that she, in fact, did not agree, but Tali cheerfully ignored that. Rising from the bed, she put her hands on her hips and admired her catch.</p><p>“Wow, that was a lot of work.” She breathed. “Fucking your face sure took a lot of energy. You got anything to eat around here?”</p><p>Shepard just glared furiously at her in response and Tali left her in the bedroom.</p><p>“I’ll just check your fridge.” She called back. “You don’t mind, do you?”</p><p>Of course, no answer was forthcoming, so she carried on digging through her fridge and cabinets, making herself a sandwich and getting a drink. Food in hand, she sauntered over to the living room couch and flopped down with a sigh. Kicking her feet up on the coffee table, she turned on the television and turned up the volume to drown out the enraged objections coming from the bedroom. Humming happily, she opened the mouth gate on her helmet and ate her snack, relaxing and allowing her spent cock and balls to recover from the long night of work they had put in.</p><p>When the sun began to set once again, Tali stood from the couch and stretched before heading into the bedroom. Shepard was napping, completely worn out from all the effort of struggling and throating she had done during the night. Tali pulled down Shepard’s panties and delivered a sharp smack to her perfect ass cheek, waking the woman up. She yelped and awoke with a start, unaware of the fact that Tali was currently pouring a tube of lubricant all over her now erect penis. She only felt Tali climbing onto the bed and straddling her thighs.</p><p>“I think I’ve enjoyed your poor throat enough.” She spoke. “Let’s try a different spot, shall we?”</p><p>Shepard growled angrily but a chill went through her as she felt Tali’s lube slickened cock head prodding against her tight, virgin ass. Shaking her head vigorously, she wiggled and struggled, trying to break herself from under the smooth thighs of her dominatrix. Tali easily overpowered her and pressed her tip more insistently into Shepard’s tight rear. Shepard squealed as she felt the thick knob sink into her, spreading her virgin hole wide.</p><p>“Holy shit, that’s tight.” Tali breathed. “That might be even tighter than your little throat was. Let’s see if we can’t stretch you out a bit, okay?”</p><p>Gripping Shepard’s hips tightly, she lunged forward, sinking another few inches in her. Every inch drew another shriek from her pet that was quickly muffled by the red ball in her mouth. Slowly but surely, the entire length of her fat dick entered Shepard’s tight, hot ass. Tali groaned in triumph as her balls came to rest on Shepard’s parallel thighs.</p><p>“That’s thirteen inches of genuine Quarian cock, hon.” She giggled. “Feels great for me. How does it feel for you?”</p><p>She mockingly waited for a response from the gagged girl, but of course none was forthcoming other than some muted sounds of protest.</p><p>“Well, since you don’t seem to mind…” she said. “I think we should keep going.”</p><p>Tali pulled back and drove her length into Shepard’s tight rear. She settled into a nice rhythm of fucking the silky hole that was enveloping her member. Every stroke was accompanied by a moan of satisfaction from Tali and a groan of anger and discomfort from Shepard. Enamored by the slight jiggle of Shepard’s ass that resulted from each collision of their hips, Tali drew back her hand and slapped her left ass cheek. Shepard yipped in pain at the sharp sting of the hand on her backside. Tali watched in fascination as a red impression of her handprint slowly appeared on the milky skin and repeated the process on her other cheek. After the twentieth smack, ten on each cheek, Shepard’s ass was glowing, and she was whimpering beneath the onslaught.</p><p>She was not done with humiliating her toy, though, and she knew just how to do it. Snaking her hand in between Shepard’s hips and the mattress, her fingers found their way to Shepard’s pussy and she began to rub and tease her. Juices began to flow onto her hand and the bed below as Shepard’s pussy reflexively reacted to the stimulation.</p><p>“C’mon, baby.” She teased, breathing into Shepard’s ear. “Cum for me. You know you want to.”</p><p>Intent on refusing Tali the satisfaction of making her cum, Shepard clenched her eyes shut and groaned, trying to focus her mind on something else. Tali really knew what she was doing, though. Her fingers worked in tandem, one flicking over her clit and one plunging into her sopping pussy to stroke at her G-spot. It only took a few minutes before Shepard was panting into her ball gag and her body was trembling.</p><p>“That’s it.” Tali whispered, sweetly. “That pussy is really wet now. Just…let…go.”</p><p>She punctuated each word with a three fingered thrust into her. On the final thrust, Shepard’s body rebelled, and she came hard. Her eyes rolled and a low moan escaped her gagged mouth as she shivered with pleasure. Her slick walls clamped down on Tali’s slender fingers, attempting to pull them in deeper.</p><p>“That’s what I was looking for.” Tali laughed. “Good girl.”</p><p>Tali felt the impending coming of her own release and sped up her thrusts, eagerly sliding in and out of Shepard’s butt. This did not go unnoticed by Shepard, who realized what was inevitably on the way; a literal ass-load of cum. Unfortunately, there was nothing she could do but groan, bite on the gag and bear it as Tali hilted her full length inside her tight ass and the flow exploded within her.</p><p>Collapsing forward with a gasp of pleasure, Tali pumped squirt after squirt of fresh jizz into Shepard’s reluctant hole. She bit her lip in ecstasy and ground her hips against her bitch, flooding her with white splooge. Smiling as the stream continued, she wrapped her arms around Shepard, snuggling up to her livid pet.</p><p>“Goodnight, Shepard.” She smiled, drifting off to sleep.</p><p>That night went just like the first for Shepard, except in her ass rather than her mouth. Pinned and cuffed beneath Tali, she could do nothing but lie there as Tali’s sleeping form sprayed continuous loads in her ass for hours. To her further dismay, the enormity of the beast stretching her out pulled a few more orgasms from the trapped woman as well, despite her trying her hardest to curb them. By morning, she was a drooling, dripping mess.</p><p>Tali, on the other hand, woke up refreshed and euphoric. Her cock and balls were spent but in the most satisfying way. She stood up, her slimy dick following her, and got a good look at Shepard. The bound woman was now raised high off the bed, supported by her bulging belly. After two nights of a continuous cum hose in her, she now was massively inflated and looked nine months pregnant with twins.</p><p>With a smile, Tali tucked her softening cock into her suit and zipped up the front of it. Pulling a control tablet from her pocket, she typed in a couple commands and the magna-cuffs released, popping open and falling to the mattress. She collected the cuffs and put them in her pocket along with the tablet while Shepard struggled to sit up on the bed. Her eyes burning with anger, she attempted to lunge at Tali, but she was too weak and too weighed down by her enormous cum-filled belly.</p><p>Tali just laughed at the beautiful sight of before her and went to leave, waving over her shoulder as she exited the bedroom and apartment, leaving the inflated, exhausted Shepard laying panting on her bed.</p><p>‘Just you wait, Tali.’ Shepard seethed. ‘You’re gonna regret this. I hope you had your fun, ‘cause when I get my revenge, you won’t be the one smiling.’</p>
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